Proposed introduction of conditional tender offer

RNS Number : 7872F

Aberdeen New India Invest Trust PLC

24 March 2022

 

ABERDEEN NEW INDIA INVESTMENT TRUST PLC

Legal Entity Identifier (LEI): 549300D2AW66WYEVKF02

24 March 2022

Proposed introduction of conditional tender offer

The Board of Aberdeen New India Investment Trust PLC (the "Company") is pleased to announce that it intends to introduce a five-yearly performance-related conditional tender offer ("Conditional Tender Offer").

The Board is concerned about the relative underperformance of the net asset value of the Company ("NAV") over shorter term time periods compared to its benchmark, the MSCI India Index (in sterling terms). Following discussions with the Investment Manager, the Board has decided that, should the adjusted NAV total return underperform the Company's benchmark over a five-year assessment period (the "Assessment Period"), then shareholders will be offered the opportunity to realise a proportion of their investment for cash at a level close to NAV. The five-yearly period has been chosen as this best corresponds with the Manager's typical investment time horizon.

In order to align the Company's continuation vote with the Assessment Period for the Conditional Tender Offer, the Board proposes to move from the Company's current cycle of annual continuation votes to five-yearly continuation votes (together with the Conditional Tender Offer, the "Proposals"). Whilst there is no formal requirement for shareholders to vote on the introduction of the five-yearly Conditional Tender Offer, shareholders' approval is required to amend the Company's articles of association in order to replace the annual continuation vote with a continuation vote at least every five years and, accordingly a resolution will be put to shareholders at the forthcoming annual general meeting ("AGM") expected in September 2022.

The Proposals are subject to the passing of the Company's annual continuation vote and the resolution in connection with the change to the articles of association at the forthcoming AGM in September 2022. In addition, any Conditional Tender Offer will be subject to the passing of the five-yearly continuation vote.

Details of the Conditional Tender Offer

If over the Assessment Period the Company's adjusted NAV per share total return fails to equal or exceed the total return on the MSCI India Index (sterling adjusted) (the "Benchmark"), the Board will put forward proposals to shareholders to undertake a tender offer. The NAV per share will be adjusted to add back all Indian capital gains tax paid or accrued plus surcharge and cess in respect of realised and unrealised gains made on investments. This adjustment is because the Benchmark is a costless index which takes no account of actual or potential tax on gains. The Board believes that it would be inequitable to compare the Company's unadjusted performance to the Benchmark since investment funds investing in India pay capital gains tax on long-term and short-term capital gains at the rates of 10% and 15% respectively.

The Conditional Tender Offer will be for 25 per cent of the then issued share capital (excluding treasury shares) of the Company and at a price equal to 98 per cent. of the prevailing NAV per share (after deduction of the costs of implementing the Conditional Tender Offer). It will be made as soon as practicable following the conclusion of the AGM which follows the end of the Assessment Period provided that the requisite shareholder approvals are obtained. There will be no Conditional Tender Offer where, over the Assessment Period, the Company's adjusted NAV per share total return equals or exceeds the total return of the Benchmark.

The Assessment Period for the initial Conditional Tender Offer shall run from 1 April 2022 to 31 March 2027.

Ad hoc share buybacks

The introduction of this Conditional Tender Offer will not affect the Board's current approach to discount management. The Board will continue to exercise its right to buy back shares when it believes this to be in shareholders' interests with the aim of reducing volatility in the discount to NAV at which the shares trade.

Contact Details

Aberdeen Standard Fund Managers Limited

Gary Jones

Telephone [phone]

Winterflood Investment Trusts (Corporate Broker)

Neil Langford / Chris Mills

Telephone [phone]

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